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The review of the cooperation partners before signing will help to take corresponding countermeasures in terms of supply and payment conditions when signing the contract to avoid risks.
Note that you should know the basic conditions of the partner and keep a copy of the business license. If the partner is an individual, it should record its ID card number, home address and phone number in detail. Knowing this information will help us to better fulfill our contract, and at the same time, when disputes arise, it will help our lawsuits and the enforcement of the court.
In order to give full play to the resource advantages of both parties A and B, after fair and fair and friendly consultations between parties A and B, they have reached the following cooperation agreement regarding Party B's willingness to become the sales channel for products and services of party A:
Article 1 Cooperation
1. Party B voluntarily becomes the sales channel of Party A's high-quality products and services.
2. Party A provides corresponding authorization documents for Party B, authorizes Party B to be a channel dealer of Party A, and allows Party B to carry out publicity and promotion activities related to Party A's products and services in the name of Party A.
3. Party B obtains economic benefits in accordance with Party A's products and services sold through Party B.
1. The form of the order (the order contract form is as attached): The order shall be issued to Party A in writing.
2. The content of the order: The content of the order should include the product name, specifications, price, quantity, delivery time, delivery location, shipping method, consignee, freight burden, etc.
3. Delivery of the order: The two parties confirm and conclude the transaction according to the order signing method agreed in this contract. Party B should use the specified email address or fax number to send the order to Party A, otherwise the order will be invalid for Party A. If there is any change in the way the two parties receive the order, they shall notify the other party in writing. The specific delivery quantity, price and time of each batch are subject to the order.
4. Effectiveness of the order: The contents of the order will be effective after confirmed by both parties A and B and signed and sealed by both parties.
Article 3 Delivery time, delivery place
The risk of damage to or loss of general goods is transferred with the transfer of ownership of the goods, and goods belonging to movable property are transferred upon delivery of ownership. For example, it is agreed in the contract that the delivery place is the supplier's warehouse, which means that once the goods are out of the warehouse, the risk of damage or loss is transferred to the buyer. Therefore, when the contract is signed, the choice of the delivery place In this regard, it should be treated with caution.
If the goods are delivered to the locality, when the delivery place is clearly agreed, this is related to the jurisdiction of the court when the dispute is handled; if the goods are delivered to a foreign country, try not to specify them, and try to agree to the jurisdiction of the local court.
In addition, the name of the consignee's handler (sample signature) should be listed in the contract. The purpose of this is to prevent the other party from acknowledging the fact that the goods have been received after the handler has left, making it difficult to provide evidence in the lawsuit.
1. Delivery time: subject to the order confirmed by both parties.
2. Delivery place: The order confirmed by both parties shall prevail.
Article 4 Products, services and prices
The latest version of the Product Manual used by Party A for promotion shall prevail.
Article 5 Quality Standards
When signing the contract, Party A should also attach samples of other products that have the same raw material requirements as the contract, and be signed and approved by both parties A and B to confirm the material. For reference during inspection.
The delivery, signing and acceptance should be agreed, especially when the consignor or the consignee is a third person designated by one party, must pay attention to keeping the transaction documents such as the delivery note, signing receipt, and remarks, in case the other party does not The aforementioned transactions will not be acknowledged when settlement, payment, and quality problems occur.
In order to protect the reasonable interests of the supplier, generally, the time for product inspection by the purchaser should be limited in the sales contract, that is, if the purchaser does not raise a quality issue within the specified time, it is deemed to be qualified. At the same time, in the sales of machinery and equipment, it is also recommended that the purchaser shall not use the product until the quality inspection (acceptance) is qualified, otherwise, it is deemed to be acceptable, and the supplier is no longer responsible for future quality problems.
Article 6 Acceptance method: sampling inspection.
Article 7 Rights and Obligations
Party A's rights and obligations
1. Party A's rights
(1) Party A has the ownership of the above products.
(2) Party A has the right to evaluate Party A's product operation status in the city according to the provisions of "_________" and its attachments, and decide whether to continue to implement this agreement, thereby exercising the right of termination.
(3) Party A has the right to make constructive requirements for the channel operator according to the unified market planning.
(4) Party A is entitled to the profits generated by cooperation with Party B in accordance with relevant agreements.
2. Party A's obligations
(1) Party A is obliged to carry out unified marketing activities and provide business support for Party B's market expansion in the city.
(2) Party A has the obligation to provide Party B with coordination and guidance on various agency products, assist Party B in market operations and expand customers.
(3) Party A is obliged to provide technical training and business guidance to relevant personnel of Party B to ensure that Party B can correctly conduct business operations and comprehensively understand the product technology, thereby fully generating operational benefits.
Party B's rights and obligations
1. Party B's rights
(1) Party B has the right to jointly develop market resources with Party A during the validity period of the agreement in accordance with "_________" and the provisions of the Annex.
(2) Party B has the right to use the online platform for product sales and after-sales service provided by Party A.
(3) Party B has the right to enjoy the income from cooperation with Party A.
(4) Party B has the right to obtain technical, business and other support provided by Party A in accordance with "_________" and its attachments.
2. Obligations of Party B
(1) Party B shall complete the city market development plan and the establishment of relevant functional departments and personnel within _________ days after the agreement is signed.
(2) Party B has the obligation to strengthen the after-sales service system according to Party A's unified market planning during the validity period of the agreement.
(3) Party B is obliged to provide users with high-quality services in accordance with the service details of the "Customer Service and Management Charter".
(4) Party B is obliged to accept Party A's supervision and guidance and submit relevant data and materials on time in accordance with the provisions of the articles of association and annexes.
Article 8 Channel Sales Tasks
Party B must guarantee the sales of Party A's products and services for a cumulative amount of ____ yuan each month. The annual cumulative sales cannot be less than ____ yuan or the two parties negotiate specific phases to determine.
Article 9 Payment / Settlement Methods
The reconciliation method, the form of confirmation, the payment time, and the issuance of invoices should be agreed to prevent the two parties from disagreeing during the actual performance process, and even litigating disputes.
As the supplier, special attention should be paid to the time and amount of the purchaser's payment in the sales contract. It is recommended to stipulate in the contract that the purchaser is required to pay a certain amount of advance payment or deposit (not more than 20% of the total contract amount) before the supplier delivers the goods, or it is agreed in the contract that the supplier will issue the full payment after the purchaser pays goods.
1. Before Party A becomes the distributor of Party B and entrusts the first business, it must remit at least ____ yuan to the bank account designated by Party B in an effective manner, and then deduct the transaction from it one by one.
2. Party B will send the invoice to Party A within ____ working days after receiving the payment from Party A, and make corresponding advance payment confirmation to ensure the normal follow-up service of Party A. This advance payment cannot be used for other purposes and is not refundable.
3. Party B issues an invoice for Party A as required (the total amount of the invoice does not exceed the actual amount remitted by Party A) and sends it to the registered address of Party A in the form of registered documents; if Party A has any special requirements regarding the invoice (such as Customers invoice separately, etc.), must be detailed on the remittance fax.
Article 10 Distribution of benefits
1. The corresponding amount of the products and services sold by Party B will be collected into Party A's account. Before the ____ month of each month, the two parties confirmed that Party B's sales performance of Party B had been accounted to by Party A in the last natural monthly month. _ A few days ago, Party A and Party B allocated the corresponding amount.
2. If the corresponding profit margin of Party A's products and services sold by Party B is significantly higher than Party A's conventional products and services, or the corresponding customer can bring significant benefits to Party A, the corresponding distribution ratio of Party B may increase by ____—____%.
Article 11 Duration of Cooperation
This agreement is valid for ____ years, that is, ________ years ____ months ____ to ________ years ____ months ____ days. One month before the expiry of the agreement period, the two parties can negotiate the renewal. .
Article 12 Cancellation of Agreement
1. If Party B commits any of the following acts, Party A may set a deadline for it and advise Party B in writing to terminate or correct its behavior. If there is no improvement or no improvement beyond the specified period, Party A may unilaterally terminate the agreement:
(1) Party B is also used as a sales channel for similar products and services of Party A.
(2) Party B fails to complete the sales task targets agreed in this agreement for ____ consecutive months.
(3) After Party A's assessment is unsuccessful, the next month's assessment will still fail the assessment.
(4) In the course of business development, Party B has committed frauds against customers or Party A.
(5) In the course of business development, Party B has violated the law or severely violated the moral code.
(6) Party B violates the law and accepts national law sanctions.
(7) Party B's behavior seriously affects Party A's corporate image and brand image, and adversely affects Party A.
(8) Party B's other breach of contract or failure to perform its obligations under this agreement.
2. Party A has the right to terminate the agreement if any of the following occurs:
(1) Party A fails to honor Party B's benefits due to the ____ days beyond the agreed period.
(2) The products and services provided by Party A cause personal injury to customers developed by Party B.
(3) Party A terminates its business or transfers to other industries not related to the agreement in this agreement.
Article 13 Other Agreements
1. Confidentiality agreement:
During the implementation of the agreement, Party A and Party B shall not disclose to third parties commercial terms that may affect the revenue of either party, and shall not disclose the commercial secrets of the other party and cause damage to the other party ’s business reputation and economic interests.
2. Special agreement:
，则应提前三天向甲方提交书面的委托第三方收货说明（说明至少包括第三方收货人详细地址、公司全称、指定货物签收人姓名、电话、手机号码、身份证号等信息，并加盖乙方公章）。 If Party B entrusts a third party to receive the goods , it should submit a written description of the entrusted third party to the party three days in advance (the description includes at least the third party's consignee's full address, the company's full name, the name of the designated goods signee, phone number, and mobile phone number , ID number, etc., and stamped with the official seal of Party B). After the goods are signed by a third party entrusted by Party B, it is deemed that Party A has delivered the goods to Party B.
Article 14 Liability for breach of contract
As a supplier, the buyer's liability for deferred payment should be clearly stated in the contract. At the same time, the buyer should be required to control the payment process and time limit of the payment according to the supply situation. In accordance with the circumstances, they should be held accountable for breach of contract to reduce risks.
In addition, the amount of liquidated damages should not be too high or too low. If it is too high, it may be changed by the arbitration agency or the court. If it is too low, it will not be constrained by the buyer. Therefore, it is recommended to refer to a professional lawyer for assistance.
1. If Party A violates relevant national policies and regulations, Party B has the right to terminate the contract, and Party A shall assume corresponding responsibilities.
2. The software successfully registered by Party A cannot be used normally due to the problems of Party B's own products. The maximum compensation given by Party B shall not exceed the domain name registration fee that Party A has paid for the software. Party B shall not bear any responsibility if the software that was successfully registered cannot be applied normally or is lost or deleted due to Party A or Party A's customers.
3. If Party B cannot provide other fee-based services customized by Party A, Party B's maximum compensation shall not exceed the cost that Party A has paid for the fee-based service. Party B shall not bear any responsibility if the charging service cannot be provided normally due to Party A or Party A's customers.
4. Except for Party B's approval and credit line, Party B will not accept any form of arrears. Therefore, if Party A fails to pay the fees on time, it shall be deemed as a breach of contract. Party B may not accept the business entrusted by Party A and has the right to stop the reservation of Party A's product registration and other service items until the cancellation of Party B's qualification for distribution. Party B violates other obligations under this contract and assumes liabilities in accordance with this contract.
Article 15 Exclusion Clause
During the implementation of this agreement, if either party A or B encounters force majeure that prevents them from fully fulfilling their obligations under the agreement, they shall provide the other party with the necessary situation report when encountering force majeure, and the cooperating parties may be exempted from corresponding responsibilities.
Article 16 Dispute Resolution
During the implementation of this agreement, if a dispute arises and the two parties settle it through friendly negotiation, if the negotiation fails, both parties can settle the matter in the district court where Party A's premises are located.
Article 17 This agreement is in ____ copies, and both parties will hold ____ copies. After the two parties sign and seal, they will become effective.
For some supply and marketing companies that have cooperated for many years, it is tedious to sign a contract for each supply. The two parties can sign an annual sales contract to eliminate the aforementioned troubles.
However, even if an annual sales contract is signed, considering that the product specifications, prices, and quantities of each purchase and sale are different, the specific matters of each transaction are based on the order signed and confirmed by both parties. Therefore, special attention should be paid to retaining transaction vouchers And payment settlement vouchers and keep them properly.
Party A (signature and seal):
Signature of representative:
Signing date: _______ year ____ month ____ day
Party B (signature and seal):
Signature of representative:
Signing date: _______ year ____ month ____ day